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1 Michael Shklovsky, Esq. (Bar No. 255893)
ANDERSON ZEIGLER
2 A Professional Corporation
50 Old Courthouse Square, 5th Floor
3 Santa Rosa, CA 95404
Telephone: 707/545-4910
4 Facsimile: 707/544-0260
Email: mshklovsky@andersonzeigler.com
5
Attorneys for Defendant Kelly Moffat
6
7 SUPERIOR COURT, SONOMA COUNTY, CALIFORNIA
8
Case No. SCV-268905
9 SEAN DUGGAN, an individual, on
his own behalf and derivatively on DECLARATION OF LYNN DUGGAN IN
A PROFESSIONAL CORPORATION, ATTORNEYS AT LAW
P.O. BOX 1498, SANTA ROSA, CALIFORNIA 95402-1498
10 behalf of the Duggan Family OPPOSITION TO PLAINTIFF’S EX PARTE
Limited Partnership; APPLICATION FOR (1) APPOINTMENT
FAX (707) 544-0260
11 OF RECEIVER; AND (2) PRELIMINARY
ANDERSON ZEIGLER
Plaintiff, INJUNCTION
12 vs.
Date: June 21, 2022
13 LYNN DUGGAN, an individual; Time: 10:00 a.m.
and DOES 1 through 25, inclusive, Dept: 17
TEL (707) 545-4910
14
Defendants,
15 [UNLIMITED CIVIL]
- and –
16 Jury Trial Demanded
THE DUGGAN FAMILY LIMITED
17 PARTNERSHIP, a California ASSIGNED FOR ALL PURPOSES:
Limited Partnership; and KELLY
18 MOFFAT, an individual, Judge: Bradford DeMeo
Department: 17
19 Nominal Defendants.
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DECLARATION OF LYNN DUGAN IN OPPOSITION TO PLAINTIFF’S EX PARTE APPLICATION
1 I, LYNN DUGGAN, declare the following:
2 1. I have personal knowledge of the matters contained in this declaration and, if
3 called as a witness to testify, I could and would competently testify to them.
4 2. I am a general partner of the Duggan Family Limited Partnership (“DFLP”). In
5 my capacity as a general partner, I routinely work with DFLP’s tax preparer (Ellen Reed,
6 CPA) and accountant (C. Edward Turner).
7 3. On April 4, 2022, I received an email from Mr. Turner confirming that Ms.
8 Reed’s office sent DFLP’s 2021 tax returns and related K-1s, to Plaintiff Sean Duggan on
9 April 4, 2022. A true and correct copy of the email chain reflecting same is attached hereto
10 as Exhibit A.
11 4. The 2021 tax return for DFLP reflects the ownership interest as reported in the
12 Agreement for Purchase and Sale of General Partner Interest, dated January 8, 2021, pursuant
13 to which Kelly Moffat acquired 1% general partner interest in DFLP from me for the amount
14 of $125,000.
15 5. There are no new facts concerning the 2021 tax returns that have arisen since
16 the transmittal of the returns to Sean Duggan on April 4, 2022.
17 6. On May 12, 2022, I and the other general partner Kelly Moffat, on behalf of
18 DFLP, entered into a fully executed Purchase Agreement and Escrow Instructions with Epic
19 Venture Holdings Inc. for the Lakeside Shopping Center for $9.5 million all-cash offer. This
20 information was disclosed to Sean Duggan on May 13, 2022, through my Supplemental
21 Declaration in Support of Opposition to Plaintiff’s Motion for (1) Appointment of Receiver;
22 and (2) Preliminary Injunction,1 which was filed in advance of the May 18, 2022 hearing.
23 7. Pursuant to the Purchase Agreement, the due diligence period for the buyers
24 ends on June 30, 2022, and the sale must close within 10 days thereafter. The buyer’s 1031
25 exchange requires timely close of escrow and any delay will likely have negative impacts on
26 this transaction, including cancellation of the sale and other liabilities.
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In paragraph 6 of my Supplemental Declaration, I inadvertently listed the contract date as May 13, 2022,
instead of May 12, 2022.
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DECLARATION OF LYNN DUGAN IN OPPOSITION TO PLAINTIFF’S EX PARTE APPLICATION
l 1 declare under penalty of perjury under the laws of the State of California that the
2 foregoing is true and correct.
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4 executed on June 20.2022 in Lahaina, 1 lawaii.
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7 Lynn Duggan
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DECLARATION OK LYNN IK XIAN IN OPPOSITION TO Pl AINLILFS LX PARTI : APPLICATION
EXHIBIT A
REDACTED
---------- Forwarded message ---------
From: C. Edward Turner
Date: Mon, Apr 4, 2022 at 3:30 PM
Subject: FW: Duggan Family taxes
To: Lynn Duggan
FYI
From: Ellen Reed [mailto:Ellen@jhelmer.com]
Sent: Monday, April 04, 2022 6:28 PM
To: C. Edward Turner
Subject: FW: Duggan Family taxes
Page 1 of 4
From: Kristan Zwerling
Sent: Monday, April 4, 2022 6:02 PM
To: Sean Duggan
Cc: Ellen Reed
Subject: RE: Duggan Family taxes
Hi Sean,
It is later than usual, yes. We just finalized the tax returns today and they were sent to Lynn today as
well. You can connect with Ellen Reed, CPA and she can explain better.
Attached is the full return, same password.
Ellen – ellen@jhelmer.com
Sincerely,
Kristan Zwerling
Office Manager for Jillian M. Helmer, CPA
Office Hours: 8:30am – 5:30pm Monday - Friday
(707) 578-4444 (phone)
(707) 578-8777 (E-fax)
COVID-19 update: We are in the office but we are not currently hosting in-person client meetings.
However, we are available by email, phone, or zoom.
You are also welcome drop off or pickup documents in the lobby or curbside Mon-Fri 8:30 am – 5:30
pm or place in our locked mail box outside our door at any time.
We appreciate your patience - and stay healthy!
From: Sean Duggan
Sent: Monday, April 4, 2022 5:51 PM
To: Kristan Zwerling
Subject: Re: Duggan Family taxes
Page 2 of 4
Hi Kristan,
This seems late. Can i see when these were sent to my Dad and sister too please? Just forward the emails.
Also, I’d like the full partnership return.
Kind regards,
Sean
On Apr 4, 2022, at 5:27 PM, Kristan Zwerling wrote:
Hi Sean,
Attached is your password protected 2021 Schedule K-1 from the Duggan Family Limited
Partnership.
If you have any questions, please let us know.
(PW is the last five of your SSN)
Sincerely,
Kristan Zwerling
Office Manager for Jillian M. Helmer, CPA
Office Hours: 8:30am – 5:30pm Monday - Friday
(707) 578-4444 (phone)
(707) 578-8777 (E-fax)
COVID-19 update: We are in the office but we are not currently hosting in-person client
meetings. However, we are available by email, phone, or zoom.
You are also welcome drop off or pickup documents in the lobby or curbside Mon-Fri 8:30
am – 5:30 pm or place in our locked mail box outside our door at any time.
We appreciate your patience - and stay healthy!
Page 3 of 4
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1 Michael Shklovsky, Esq. (Bar No. 255893) ANDERSON ZEIGLER 2 A Professional Corporation 50 Old Courthouse Square, 5th Floor 3 Santa Rosa, CA 95404 Telephone: 707/545-4910 4 Facsimile: 707/544-0260 Email: mshklovsky@andersonzeigler.com 5 Attorneys for Defendant Kelly Moffat 6 7 SUPERIOR COURT, SONOMA COUNTY, CALIFORNIA 8 Case No. SCV-268905 9 SEAN DUGGAN, an individual, on his own behalf and derivatively on DECLARATION OF LYNN DUGGAN IN A PROFESSIONAL CORPORATION, ATTORNEYS AT LAW P.O. BOX 1498, SANTA ROSA, CALIFORNIA 95402-1498 10 behalf of the Duggan Family OPPOSITION TO PLAINTIFF’S EX PARTE Limited Partnership; APPLICATION FOR (1) APPOINTMENT FAX (707) 544-0260 11 OF RECEIVER; AND (2) PRELIMINARY ANDERSON ZEIGLER Plaintiff, INJUNCTION 12 vs. Date: June 21, 2022 13 LYNN DUGGAN, an individual; Time: 10:00 a.m. and DOES 1 through 25, inclusive, Dept: 17 TEL (707) 545-4910 14 Defendants, 15 [UNLIMITED CIVIL] - and – 16 Jury Trial Demanded THE DUGGAN FAMILY LIMITED 17 PARTNERSHIP, a California ASSIGNED FOR ALL PURPOSES: Limited Partnership; and KELLY 18 MOFFAT, an individual, Judge: Bradford DeMeo Department: 17 19 Nominal Defendants. 20 21 22 23 24 25 26 27 28 1 DECLARATION OF LYNN DUGAN IN OPPOSITION TO PLAINTIFF’S EX PARTE APPLICATION 1 I, LYNN DUGGAN, declare the following: 2 1. I have personal knowledge of the matters contained in this declaration and, if 3 called as a witness to testify, I could and would competently testify to them. 4 2. I am a general partner of the Duggan Family Limited Partnership (“DFLP”). In 5 my capacity as a general partner, I routinely work with DFLP’s tax preparer (Ellen Reed, 6 CPA) and accountant (C. Edward Turner). 7 3. On April 4, 2022, I received an email from Mr. Turner confirming that Ms. 8 Reed’s office sent DFLP’s 2021 tax returns and related K-1s, to Plaintiff Sean Duggan on 9 April 4, 2022. A true and correct copy of the email chain reflecting same is attached hereto 10 as Exhibit A. 11 4. The 2021 tax return for DFLP reflects the ownership interest as reported in the 12 Agreement for Purchase and Sale of General Partner Interest, dated January 8, 2021, pursuant 13 to which Kelly Moffat acquired 1% general partner interest in DFLP from me for the amount 14 of $125,000. 15 5. There are no new facts concerning the 2021 tax returns that have arisen since 16 the transmittal of the returns to Sean Duggan on April 4, 2022. 17 6. On May 12, 2022, I and the other general partner Kelly Moffat, on behalf of 18 DFLP, entered into a fully executed Purchase Agreement and Escrow Instructions with Epic 19 Venture Holdings Inc. for the Lakeside Shopping Center for $9.5 million all-cash offer. This 20 information was disclosed to Sean Duggan on May 13, 2022, through my Supplemental 21 Declaration in Support of Opposition to Plaintiff’s Motion for (1) Appointment of Receiver; 22 and (2) Preliminary Injunction,1 which was filed in advance of the May 18, 2022 hearing. 23 7. Pursuant to the Purchase Agreement, the due diligence period for the buyers 24 ends on June 30, 2022, and the sale must close within 10 days thereafter. The buyer’s 1031 25 exchange requires timely close of escrow and any delay will likely have negative impacts on 26 this transaction, including cancellation of the sale and other liabilities. 27 1 28 In paragraph 6 of my Supplemental Declaration, I inadvertently listed the contract date as May 13, 2022, instead of May 12, 2022. 2 DECLARATION OF LYNN DUGAN IN OPPOSITION TO PLAINTIFF’S EX PARTE APPLICATION l 1 declare under penalty of perjury under the laws of the State of California that the 2 foregoing is true and correct. 3 4 executed on June 20.2022 in Lahaina, 1 lawaii. 5 6 7 Lynn Duggan 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 - DECLARATION OK LYNN IK XIAN IN OPPOSITION TO Pl AINLILFS LX PARTI : APPLICATION EXHIBIT A REDACTED ---------- Forwarded message --------- From: C. Edward Turner Date: Mon, Apr 4, 2022 at 3:30 PM Subject: FW: Duggan Family taxes To: Lynn Duggan FYI From: Ellen Reed [mailto:Ellen@jhelmer.com] Sent: Monday, April 04, 2022 6:28 PM To: C. Edward Turner Subject: FW: Duggan Family taxes Page 1 of 4 From: Kristan Zwerling Sent: Monday, April 4, 2022 6:02 PM To: Sean Duggan Cc: Ellen Reed Subject: RE: Duggan Family taxes Hi Sean, It is later than usual, yes. We just finalized the tax returns today and they were sent to Lynn today as well. You can connect with Ellen Reed, CPA and she can explain better. Attached is the full return, same password. Ellen – ellen@jhelmer.com Sincerely, Kristan Zwerling Office Manager for Jillian M. Helmer, CPA Office Hours: 8:30am – 5:30pm Monday - Friday (707) 578-4444 (phone) (707) 578-8777 (E-fax) COVID-19 update: We are in the office but we are not currently hosting in-person client meetings. However, we are available by email, phone, or zoom. You are also welcome drop off or pickup documents in the lobby or curbside Mon-Fri 8:30 am – 5:30 pm or place in our locked mail box outside our door at any time. We appreciate your patience - and stay healthy! From: Sean Duggan Sent: Monday, April 4, 2022 5:51 PM To: Kristan Zwerling Subject: Re: Duggan Family taxes Page 2 of 4 Hi Kristan, This seems late. Can i see when these were sent to my Dad and sister too please? Just forward the emails. Also, I’d like the full partnership return. Kind regards, Sean On Apr 4, 2022, at 5:27 PM, Kristan Zwerling wrote: Hi Sean, Attached is your password protected 2021 Schedule K-1 from the Duggan Family Limited Partnership. If you have any questions, please let us know. (PW is the last five of your SSN) Sincerely, Kristan Zwerling Office Manager for Jillian M. Helmer, CPA Office Hours: 8:30am – 5:30pm Monday - Friday (707) 578-4444 (phone) (707) 578-8777 (E-fax) COVID-19 update: We are in the office but we are not currently hosting in-person client meetings. However, we are available by email, phone, or zoom. You are also welcome drop off or pickup documents in the lobby or curbside Mon-Fri 8:30 am – 5:30 pm or place in our locked mail box outside our door at any time. We appreciate your patience - and stay healthy! Page 3 of 4 This email has been scanned for spam and viruses by Proofpoint EssenYals. Click here to report this email as spam. [EXTERNAL EMAIL] THIS EMAIL ORIGINATED OUTSIDE OF THE AZ EMAIL SYSTEM. Warning: do not click any web links or attachments EXCEPT FROM VERIFIED SENDERS, and never give out your user ID or password. Page 4 of 4